“They must always act in the best interests of the company and its major stakeholders; the employees, the customers, the shareholders, the debtholders, and everyone else that is relying on the company to deliver on its promises,” he writes.

Wilson says directors often must act against their own self interests. Many times, he says, there are no easy answers and therefore the Board must debate.

“Debate is what good Boards do,” he writes. “Good directors are deeply engaged in the important issues and they are upfront and open about their opinions on them.”

Wilson says it’s a mistake for CEOs to manage their Board, adding that a great Board manages itself.

“Boards are fluid. They should evolve. Members should come and go occasionally,” he writes.